Sample short form Articles of Association of a company limited incorporated under the Thailand Civil and Commercial Code. Together with the Memorandum the Aricles of Association form the constitutive documents of a company limited - read more Thai company formation stages
ARTICLES OF ASSOCIATION
______________________ COMPANY LIMITED
Chapter 1 General Provision
1. Unless otherwise specified herein, the provisions of the Thai Civil and Commercial Code concerning Limited Companies shall apply in all respects.
2. The amendment or modification of these Articles (if any) shall be referred to the meeting of shareholders for proceeding in accordance with the laws.
Chapter 2 Shares and Shareholders
3. The total number of shares of the Company is 20,000, each share valued at 100 Baht, consisting of ordinary shares and preferential shares which are fully paid-up.
Preferential shares are shares numbered 1 to 9,800
Ordinary shares are shares numbered 9,801 to 20,000
For preferential shares, rights are as follows:
(1) At annual general meeting, votes by general vote or ballot vote gives preferential shareholders voting rights of ten votes per one share.
(2) In the event of company dissolution, once all debts have been paid to the creditors, preferential shareholders shall be reimbursed for their shares before the ordinary shareholders.
4. Share transfer must be made in writing and shall be executed by the transferor and the transferee and certified by at least two witnesses. A transfer of share shall have the full effect against the Company or any other person only when the Company has recorded the particulars of such transfer in the Register of Shareholders.
5. The Company shall not hold its own shares nor take them in pledge.
Chapter 3 Directors
6. The number of the directors shall be fixed by a general meeting of shareholders.
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7. Any vacancy in the Board of Directors other than by rotation may be filled-up by any person appointed by the Board of Directors. Any person so appointed shall remain in office for the same period of time as the vacating director was entitled to.
8. There must be at least one half of the number of directors present to form a quorum for a Board of Directors’ meeting.
9. The board of directors shall be responsible for all aspects of the Company’s management and one of the directors shall be selected to be Chairman of the Board.
Chapter 4 General Meeting
10. A general meeting of shareholders shall be held within six months from the date of registration and shall subsequently be held once at least one every year. Such meeting shall be called ordinary meetings and all other general meetings shall be called extraordinary meetings.
11. The directors may summon extraordinary meeting whenever they think fit or upon the request made in writing by shareholders holding not less than one – fifth of the shares of the company.
12. Notice summoning of a general meeting shall be advertised in a local Newspaper at least two times or sent by post to every shareholder at least seven days before the date fixed for the meeting.
13. Any shareholder who is unable to attend any meeting in person may appoint a proxy to attend such meeting.
14. The Chairman of the Board of Directors shall preside at every general meeting of shareholders. If there is no such chairman or he is not present at the meeting, the meeting shall elect a shareholder who is present at such meeting to be Chairman.
15. Shareholders representing at least one-fourth of the capital of the company must be present to form a quorum for a general meeting. All questions shall be decided by a simple majority vote. In case of equal votes, the Chairman shall have the deciding vote.
Charter 5 Balance Sheet
16. The directors shall prepare a balance sheet showing assets and liabilities of the Company and a profit and loss account once every financial year commencing from December 1st to December 31st of each calendar year.
17. The balance sheet must be examined by at least one auditor and presented for approval to a general meeting within four months from the date of the balance sheet.
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Chapter 6 Dividend and Reserve Fund
18. The company must appropriate to a reserve fund, at each distribution of dividends, at least one – twentieth of the profits arising from the business of the Company until the reserve fund reaches one – tenth of the capital of the Company or such higher proportion thereof.
These Articles of Association were approved by the statutory meeting on day/ month/ year
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Originally posted on thaicontracts